10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2010

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-5286

KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	38-0715562
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
2700 West Front Street Statesville, North Carolina	28677-2927
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 873-7202

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of December 6, 2010, the registrant had outstanding 2,576,167 shares of Common Stock.

KEWAUNEE SCIENTIFIC CORPORATION

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2010

		Page Number
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	Consolidated Statements of Operations – Three and Six months ended October 31, 2010 and 2009		1
	Consolidated Balance Sheets – October 31, 2010 and April 30, 2010		2
	Consolidated Statements of Cash Flows – Six months ended October 31, 2010 and 2009		3
	Notes to Consolidated Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
	Review by Independent Registered Public Accounting Firm		9
	Report of Independent Registered Public Accounting Firm		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		11
Item 4.	Controls and Procedures		11
PART II. OTHER INFORMATION
Item 6.	Exhibits		12
SIGNATURE			13

i

Part 1. Financial Information

Item 1. Financial Statements

Kewaunee Scientific Corporation

Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

	Three months ended October 31						Six months ended October 31
	2010			2009			2010			2009
Net Sales	$	25,625		$	27,088		$	50,483		$	53,337
Costs of products sold		20,208			20,878			40,067			41,363
Gross profit		5,417			6,210			10,416			11,974
Operating expenses		4,045			3,976			7,946			7,942
Operating earnings		1,372			2,234			2,470			4,032
Other expense		(1	)		—			(1	)		—
Interest expense		(77	)		(39	)		(122	)		(80	)
Earnings before income taxes		1,294			2,195			2,347			3,952
Income tax expense		414			751			743			1,340
Net earnings		880			1,444			1,604			2,612
Less: net earnings attributable to the noncontrolling interest		25			92			92			189
Net earnings attributable to Kewaunee Scientific Corporation	$	855		$	1,352		$	1,512		$	2,423
Net earnings per share attributable to Kewaunee Scientific Corporation stockholders
Basic	$	0.33		$	0.53		$	0.59		$	0.95
Diluted	$	0.33		$	0.53		$	0.59		$	0.95
Weighted average number of common shares outstanding (in thousands)
Basic		2,573			2,560			2,573			2,558
Diluted		2,578			2,571			2,578			2,564

See accompanying notes to consolidated financial statements.

1

Kewaunee Scientific Corporation

Consolidated Balance Sheets

(in thousands)

	October 31, 2010			April 30, 2010
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,248		$	1,722
Restricted cash		544			544
Receivables, less allowance		26,993			26,169
Inventories		9,058			8,350
Deferred income taxes		511			390
Prepaid expenses and other current assets		1,692			1,407
Total current assets		40,046			38,582
Property, plant and equipment, at cost		46,821			43,200
Accumulated depreciation		(30,483	)		(29,385	)
Net property, plant and equipment		16,338			13,815
Deferred income taxes		706			663
Other		3,692			3,561
Total other assets		4,398			4,224
Total Assets	$	60,782		$	56,621
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	4,147		$	4,872
Current obligations under capital leases		80			82
Current portion of long-term		200			—
Accounts payable		9,211			9,540
Employee compensation and amounts withheld		1,416			1,358
Deferred revenue		899			586
Other accrued expenses		2,312			2,059
Total current liabilities		18,265			18,497
Obligations under capital leases		79			119
Long-term debt		3,767			—
Accrued employee benefit plan costs		6,023			6,333
Total Liabilities		28,134			24,949
Equity:
Common Stock		6,550			6,550
Additional paid-in-capital		946			855
Retained earnings		29,396			28,398
Accumulated other comprehensive loss		(5,124	)		(4,898	)
Common stock in treasury, at cost		(473	)		(472	)
Total Kewaunee Scientific Corporation stockholders’ equity		31,295			30,433
Noncontrolling interest		1,353			1,239
Total Equity		32,648			31,672
Total Liabilities and Equity	$	60,782		$	56,621

See accompanying notes to consolidated financial statements.

2

Kewaunee Scientific Corporation

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	Six months ended October 31
	2010			2009
Cash flows from operating activities:
Net earnings	$	1,604		$	2,612
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		1,189			1,255
Bad debt provision		85			71
Provision for deferred income tax expense		(164	)		10
Decrease in prepaid income taxes		—			9
Increase in receivables		(909	)		(2,205	)
Increase in inventories		(708	)		(278	)
(Decrease) increase in accounts payable and other accrued expenses		(18	)		432
Increase in deferred revenue		313			29
Other, net		(913	)		138
Net cash provided by operating activities		479			2,073
Cash flows from investing activities:
Capital expenditures		(3,712	)		(2,278	)
Increase in restricted cash		—			(5	)
Net cash used in investing activities		(3,712	)		(2,283	)
Cash flows from financing activities:
Proceeds from long-term debt		4,000			—
Payments on long-term debt		(33	)		—
Dividends paid		(514	)		(461	)
Payments on short-term borrowings, net		(725	)		(350	)
Payments on capital leases		(42	)		(144	)
Purchase of treasury stock		(42	)		(114	)
Proceeds from exercise of stock options (including tax benefit)		41			135
Net cash provided by (used in) financing activities		2,685			(934	)
Effect of exchange rate changes on cash		74			181
Decrease in cash and cash equivalents		(474	)		(963	)
Cash and cash equivalents, beginning of period		1,722			3,559
Cash and cash equivalents, end of period	$	1,248		$	2,596

See accompanying notes to consolidated financial statements

3

Kewaunee Scientific Corporation

Notes to Consolidated Financial Statements

(unaudited)

A. Financial Information

The unaudited interim consolidated financial statements of Kewaunee Scientific Corporation (the “Company” or “Kewaunee”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s 2010 Annual Report to Stockholders. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

The preparation of the interim consolidated financial statements requires management to make certain estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.

B. Inventories

Inventories consisted of the following (in thousands):

	October 31, 2010		April 30, 2010
Finished products	$	2,067	$	2,199
Work in process		1,417		1,237
Raw materials		5,574		4,914
	$	9,058	$	8,350

For interim reporting, LIFO inventories are computed based on year-to-date quantities and interim changes in price levels. Changes in quantities and price levels are reflected in the interim consolidated financial statements in the period in which they occur.

C. Comprehensive Income

A reconciliation of net earnings and total comprehensive income for the three and six months ended October 31, 2010 and 2009 is as follows (in thousands):

	Three months ended October 31, 2010			Three months ended October 31, 2009
Net earnings	$	855		$	1,352
Change in cumulative foreign currency translation adjustments		98			109
Change in fair value of cash flow hedge, net of tax		(197	)		—
Total comprehensive income	$	756		$	1,461
	Six months ended October 31, 2010			Six months ended October 31, 2009
Net earnings	$	1,512		$	2,423
Change in cumulative foreign currency translation adjustments		(18	)		213
Change in fair value of cash flow hedge, net of tax		(208	)		—
Total comprehensive income	$	1,286		$	2,636

Assets and liabilities for the Company’s foreign subsidiaries are translated at exchange rates prevailing on the balance sheet date. Revenues and expenses are translated at weighted average exchange rates prevailing during the period and any resulting translation adjustments are reported separately in stockholders’ equity.

4

D. Segment Information

The following table provides financial information by business segments for the three and six months ended October 31, 2010 and 2009 (in thousands):

	Domestic Operations		International Operations		Corporate			Total
Three months ended October 31, 2010
Revenues from external customers	$	22,269	$	3,356	$	—		$	25,625
Intersegment revenues		504		4		(508	)		—
Operating earnings (loss) before income taxes		2,112		105		(923	)		1,294
Three months ended October 31, 2009
Revenues from external customers	$	24,713	$	2,375	$	—		$	27,088
Intersegment revenues		271		310		(581	)		—
Operating earnings (loss) before incomes taxes		2,900		206		(911	)		2,195
Six months ended October 31, 2010
Revenues from external customers	$	43,216	$	7,267	$	—		$	50,483
Intersegment revenues		1,167		647		(1,814	)		—
Operating earnings (loss) before incomes taxes		3,697		333		(1,683	)		2,347
Six months ended October 31, 2009
Revenues from external customers	$	48,071	$	5,266	$	—		$	53,337
Intersegment revenues		691		417		(1,108	)		—
Operating earnings (loss) before incomes taxes		5,445		509		(2,002	)		3,952

E. Defined Pension Plans

The Company has non-contributory defined benefit pension plans covering substantially all salaried and hourly employees. These plans were amended as of April 30, 2005, no further benefits have been, or will be, earned under the plans, subsequent to the amendment date, and no additional participants will be added to the plans. Contributions of $719,000 were paid to the plans during the six months ended October 31, 2010, and the Company does not expect any contributions to be paid to the plans during the remainder of the current fiscal year. No contributions were made during the comparable periods of the prior year.

Pension expense consisted of the following (in thousands):

	Three months ended October 31, 2010			Three months ended October 31, 2009
Service cost	$	-0-		$	-0-
Interest cost		240			245
Expected return on plan assets		(289	)		(234	)
Recognition of net loss		172			187
Net periodic pension expense	$	123		$	198
	Six months ended October 31, 2010			Six months ended October 31, 2009
Service cost	$	-0-		$	-0-
Interest cost		480			475
Expected return on plan assets		(578	)		(469	)
Recognition of net loss		344			347
Net periodic pension expense	$	246		$	353

F. Credit Arrangement

In July 2009, the Company amended its unsecured revolving credit facility to extend the facility’s expiration date to July 31, 2012, and modify the variable rate component of the interest calculation. Monthly interest payments under the facility, as amended, are calculated at the 30-day LIBOR Market Interest Rate plus a variable rate ranging from 1.575% to 2.175%.

In July 2009, the Company entered into an interest rate SWAP agreement whereby the interest rate payable by the Company on $2 million of outstanding advances under the revolving credit facility was effectively converted to a fixed interest rate of 3.9% for the period beginning August 3, 2009, and ending August 1, 2012. The Company entered into this interest rate swap to mitigate future interest rate risk associated with advances under the credit facility.

5

G. Long-Term Debt

On August 2, 2010, the Company amended its existing bank agreement covering its unsecured $14 million revolving credit facility to provide for an additional $4 million seven-year term loan secured by the Company’s real property and equipment located in Statesville, North Carolina. The term loan requires monthly principal payments of approximately $17,000, plus interest calculated at the 30-day LIBOR Market Index Rate plus 1.575%, with payment of the outstanding principal balance and any unpaid interest at the term loan maturity date. In June 2010, the Company entered into an interest rate swap agreement whereby the interest rate payable by the Company on the term loan was effectively converted to a fixed interest rate of 4.875%, effective August 2, 2010. The term loan includes financial covenants similar to the unsecured revolving credit facility. The proceeds of the term loan are being used primarily to fund the expansion of the Company’s Statesville, North Carolina manufacturing facilities.

H. Derivative Instruments and Hedging Activities

As described in Note G above, the Company entered into an interest rate swap agreement with an initial notional amount of $4 million, whereby the interest rate payable by the Company on the unpaid balance of the new term loan is effectively converted to a fixed interest rate of 4.875% for the period beginning August 2, 2010, and ending August 1, 2017. The Company entered into this interest rate swap to mitigate future interest rate risk associated with advances under the credit facility. The Company does not use derivatives for trading or speculative purposes. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company did not record any hedge ineffectiveness in earnings during the three months and six months periods ended October 31, 2010 and 2009.

The reduction in fair value of cash flow hedges, net of tax for the three months and six months ended October 31, 2010 was $197,000 and $208,000, respectively. The change in fair value was recorded in the Company’s consolidated balance sheet as a current liability and accumulated other comprehensive loss.

I. Reclassifications

Certain 2009 amounts have been reclassified to conform with the 2010 presentation in the consolidated statements of cash flows. Such reclassifications had no impact on net earnings.

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company’s 2010 Annual Report to Stockholders contains management’s discussion and analysis of financial condition and results of operations at and for the year ended April 30, 2010. The following discussion and analysis describes material changes in the Company’s financial condition since April 30, 2010. The analysis of results of operations compares the three and six months ended October 31, 2010 with the comparable periods of the prior fiscal year.

Results of Operations

Sales for the three months ended October 31, 2010 were $25,625,000, a decrease of 5% from sales of $27,088,000 in the second quarter last year. The decline primarily resulted from a continuing softness in the domestic marketplace for small and mid-sized laboratory projects. Domestic sales were $22,269,000, down from $24,713,000 in the second quarter last year, while international sales were $3,356,000, up from $2,375,000 in the second quarter last year.

Sales for the six months ended October 31, 2010 were $50,483,000, down 5% from sales of $53,337,000, in the same period last year. Domestic operations sales were $43,216,000, down from sales of $48,071,000 in the same period last year. International operations sales were $7,267,000, up from sales of $5,266,000 in the same period last year.

The order backlog was $66.0 million at October 31, 2010, down slightly from $66.9 million at July 31, 2010 and up from $65.2 million at October 31, 2009.

The gross profit margin for the three months ended October 31, 2010 was 21.1% of sales, as compared to 22.9% of sales in the comparable quarter of the prior year. The gross profit margin for the six months ended October 31, 2010 was 20.6% of sales, as compared to 22.4% of sales in the comparable quarter of the prior year. The decreases in gross profit margin percentages for the current year periods were primarily due to aggressive pricing in all of the Company’s markets and the unfavorable impact of lower production volumes.

Operating expenses for the three months ended October 31, 2010 were $4,045,000, or 15.8% of sales, as compared to $3,976,000, or 14.7% of sales, in the comparable period of the prior year. Operating expenses for the six months ended October 31, 2010 were $7,946,000, or 15.7% of sales, as compared to $7,942,000, or 14.9% of sales, in the comparable period of the prior year. The ratio of operating expenses to sales increased for the current year periods as operating expenses were relatively unchanged from the prior year periods while sales declined. Pension expense decreased $75,000 and $107,000 for the three and six months periods ended October 31, 2010, respectively, and incentive compensation expense decreased $52,000 and $211,000, respectively, for these periods. Those increases were offset by increases in various other operating expense categories.

Operating earnings were $1,372,000 and $2,470,000 for the three and six months ended October 31, 2010. This compares to operating earnings of $2,234,000 and $4,032,000 for the comparable periods of the prior year.

Interest expense was $78,000 and $122,000 for the three and six months ended October 31, 2010, respectively, as compared to $39,000 and $80,000 for the comparable periods of the prior year. The increase in interest expense for the current year periods resulted primarily from higher bank borrowings.

Income tax expense of $414,000 and $743,000 was recorded for the three and six months ended October 31, 2010, respectively, as compared to income tax expense of $751,000 and $1,340,000 recorded for the comparable periods of the prior year. The effective tax rates were 32.0% and 31.7% for the three and six months ended October 31, 2010, respectively, and were 34.2% and 33.9% for the three and six months ended October 31, 2009. The effective tax rates for each of the three and six month periods differs from the statutory rate primarily due to the impact of varying income tax rates on income earned by the Company’s foreign subsidiaries. In addition to this factor, the effective tax rates for all the periods were favorably impacted by earned state and federal tax credits. The decrease in the effective tax rates in the current year periods as compared to the prior year periods resulted primarily from the fact that the higher pre-tax earnings levels in the prior year periods were less impacted by earned stated and federal tax credits, and to a lesser extent, the impact of higher pretax earnings in the current year periods from geographic areas with lower statutory income tax rates.

Net earnings attributable to the noncontrolling interest related to the Company’s two subsidiaries that are not 100% owned by the Company were $25,000 and $92,000 for the three and six months ended October 31, 2010, respectively, as compared to $92,000 and $189,000, respectively, for the comparable periods of the prior year. The decrease in the net earnings attributable to the noncontrolling interest in the current periods were due to lower earnings of the two subsidiaries.

Net earnings for the three months ended October 31, 2010 were $855,000, or $0.33 per diluted share, a decrease from net earnings of $1,352,000, or $0.53 per diluted share, in the second quarter of the prior year. Net earnings for the six months were $1,512,000, or $0.59 per diluted share, down from net earnings of $2,423,000, or $0.95 per diluted share, for the same period last year. Earnings for the three and six months periods of the current year were unfavorably impacted by lower sales volume and continued aggressive pricing in all of the Company’s markets.

7

Liquidity and Capital Resources

Historically, the Company’s principal sources of liquidity have been funds generated from operations, supplemented as needed by short-term borrowings under the Company’s revolving credit facility. Additionally, certain machinery and equipment are financed by non-cancellable operating leases or capital leases. The Company believes that these sources will be sufficient to support ongoing business requirements, including capital expenditures through the current fiscal year.

The Company had working capital of $21.8 million at October 31, 2010, compared to $20.1 million at April 30, 2010. The ratio of current assets to current liabilities was 2.2-to-1.0 at October 31, 2010, compared to 2.1-to-1.0 at April 30, 2010. At October 31, 2010, advances of $4,147,000 were outstanding under the Company’s bank revolving credit facility, as compared to advances of $4,872,000 outstanding as of April 30, 2010. Total bank borrowings and capital lease obligations were $8,273,000 at October 31, 2010, as compared to $5,073,000 at April 30, 2010.

The Company’s operations provided cash of $479,000 during the six months ended October 31, 2010. Cash was primarily provided from earnings, which was partially offset by increased accounts receivable of $909,000 and an increase in inventory of $708,000. The Company’s operations provided cash of $2,073,000 during the six months ended October 31, 2009, with cash primarily provided from earnings, which was partially offset by increased accounts receivable of $2,205,000.

During the six months ended October 31, 2010, net cash of $3,712,000 was used in investing activities, primarily for capital expenditures. This compares to the use of $2,283,000 for investing activities in the comparable period of the prior year, primarily for capital expenditures.

The Company’s financing activities provided cash of $2,685,000 during the six months ended October 31, 2010. Cash provided was primarily from the proceeds from $4,000,000 in new long-term debt, partially offset by cash dividends paid of $514,000, and repayment of short-term borrowings of $725,000. The proceeds of the term loan are being used primarily to fund the expansion of the Company’s Statesville, North Carolina manufacturing facilities. Financing activities used cash of $934,000 in the same period for the prior year, which included $461,000 for cash dividends, $144,000 for payments on obligations of capital leases, and repayment of short-term borrowings of $350,000.

Outlook for Third Quarter of Fiscal Year 2011

The Company’s ability to predict future demand for its products continues to be limited given, among other general economic factors affecting the Company and its markets, the Company’s role as subcontractor or supplier to dealers for subcontractors, and the fact that demand for its products is dependent upon the number of laboratory construction projects planned and/or current progress in projects already under construction.

The Company expects that sales and earnings for the second half of fiscal year 2011 will likely improve over the first half of the fiscal year. The Company’s expectations are based on a number of factors, including scheduled delivery dates for orders in the order backlog, a modest recovery in the global economy, and continuing increased sales opportunities in the international marketplace.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain statements in this report constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, economic, competitive, governmental, and technological factors affecting the Company’s operations, markets, products, services, and prices, as well as prices for certain raw materials and energy. The cautionary statements made pursuant to the Reform Act herein and elsewhere by the Company should not be construed as exhaustive. The Company cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. In addition, readers are urged to consider statements that include the terms “believes”, “belief”, “expects”, “plans”, “objectives”, “anticipates”, “intends” or the like to be uncertain and forward-looking. Over time, the Company’s actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by the Company’s forward-looking statements, and such difference might be significant and harmful to stockholders’ interests. Many important factors that could cause such a difference are described under the caption “Risk Factors,” in Item 1A of the Company’s 2010 Annual Report on Form 10-K.

8

REVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

A review of the interim consolidated financial information included in this Quarterly Report on Form 10-Q for each of the three and six month periods ended October 31, 2010 and October 31, 2009 has been performed by Cherry, Bekaert & Holland, L.L.P., the Company’s independent registered public accounting firm. Their report on the interim consolidated financial information follows.

9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have reviewed the accompanying consolidated balance sheet of Kewaunee Scientific Corporation and its subsidiaries (the “Company”) as of October 31, 2010, and the related consolidated statements of operations for the three month and six month periods ended October 31, 2010 and 2009 and the related consolidated statements of cash flows for the six-month periods ended October 31, 2010 and 2009. These interim consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the interim consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of April 30, 2010, and the related statements of operations, of stockholders’ equity and of cash flows for the year then ended (not presented herein) and in our report dated July 16, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of April 30, 2010 is fairly stated in all material respects in relation to the consolidated financial statement from which it has been derived.

/s/ Cherry, Bekaert & Holland, L.L.P.

Charlotte, North Carolina

December 10, 2010

10

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There are no material changes to the disclosures made on this matter in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2010.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

An evaluation was performed under the supervision and the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of October 31, 2010. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that, as of October 31, 2010, the Company’s disclosure controls and procedures were adequate and effective and designed to ensure that all material information required to be filed in this quarterly report is made known to them by others within the Company and its subsidiaries.

(b) Changes in internal controls

There was no significant change in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

11

PART II. OTHER INFORMATION

Item 6. Exhibits

3.1	By-Laws (as amended August 25, 2010) (1)
10.1	Amended and Restated Loan and Security Agreement dated as of August 2, 2010 between Bank of America, N.A. and Kewaunee Scientific Corporation. (2)
10.2	2010 Stock Option Plan for Directors *(3)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* The referenced exhibit is a management contract or compensatory plan or arrangement.

(1) Filed with this Form 10-Q with the Securities and Exchange Commission.

(2) Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on August 4, 2010, and incorporated herein by reference.

(3) Filed as Appendix A to the Kewaunee Scientific Corporation Proxy Statement for its Annual Meeting of Stockholders on August 25, 2010 (Commission File No. 0-5286) filed on July 23, 2010, and incorporated herein by reference.

12

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KEWAUNEE SCIENTIFIC CORPORATION (Registrant)
Date: December 13, 2010	By	/s/ D. Michael Parker
		D. Michael Parker (As duly authorized officer and Senior Vice President, Finance and Chief Financial Officer)

13

EX-3.1

Exhibit 3.1

KEWAUNEE SCIENTIFIC CORPORATION

(a Delaware corporation)

ByLaws

(as amended August 25, 2010)

OFFICES

1.01 The corporation shall have and maintain a registered office in the State of Delaware and may have offices in such other places within or outside the State of Delaware as the Board of Directors may from time to time select or the business of the corporation requires.

SEAL

2.01 The corporation shall have a seal which shall have inscribed thereon the name of the corporation, the state of incorporation and the words “Corporate Seal”. The seal may be used by causing it or a facsimile to be imprinted, affixed, reproduced or otherwise.

STOCK

3.01 Shares of stock may be issued for such consideration, not less than the par value thereof, as is determined from time to time by the Board of Directors (hereinafter called the “Board”). The Board shall determine what part of the consideration received by the corporation for its shares (not less than the aggregate par value thereof) shall be capital.

3.02 Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar, whether because of death, resignation or otherwise, before such certificate has been issued or delivered by the corporation, such certificate may nevertheless be issued and delivered by the corporation as though the person who signed such certificate or whose facsimile signature has been used thereon had not ceased to be such officer, transfer agent or registrar.

1

3.03 In the event of loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

3.04 The Board may appoint one or more transfer agents and one or more registrars. Transfers of stock shall be made only upon the transfer books of the corporation. Except where a certificate is issued in accordance with Section 3.03 of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

3.05 The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

STOCKHOLDERS AND MEETINGS OF STOCKHOLDERS

4.01 The annual meeting of the stockholders of the corporation for the election of directors and for the transaction of any other business as may properly come before the meeting shall be held at such place within or outside the State of Delaware as the Board shall fix.

4.02 The annual meeting of stockholders shall be held on the fourth Wednesday in August in each year at such time as the Board shall fix. If the date fixed for the annual meeting shall be a legal holiday, the meeting shall be held on the next business day.

4.03 Special meetings of the stockholders for any purpose or purposes described in the notice of the meeting may be called at any time by the Chairman of the Board, the President or a majority of the Board and shall be held at such place, on such date and at such time as shall be designated in the notice thereof.

4.04 Each stockholder of record shall be given written notice of each meeting of stockholders, which notice shall state the place, date and time of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

4.05 When a meeting of stockholders is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

2

4.06 The Board shall have power to close the stock transfer books of the corporation for a period not more than sixty nor less than ten days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board may fix in advance a date not more than sixty nor less than ten days preceding the date of any meeting of stockholders, or the date for any payment of dividends, or the date for allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as the record date for the determination of stockholders entitled to vote at any such meeting or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. This bylaw shall in no way affect the rights of a stockholder and his transferee or transferor as between themselves.

4.07 The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause to be made, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either in a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the place of the meeting during the whole time thereof, and be subject to the inspection of any stockholder who may be present. The list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

4.08 The holders of a majority of all of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for all purposes at all meetings of the stockholders for the transaction of business unless the presence of a larger number is required by law. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present in person or represented by proxy, shall have power to adjourn the meeting to another place, date or time.

4.09 The Chairman of the Board or, in his absence, the President shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be such person as the chairman appoints.

3

4.10 The vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before a meeting of stockholders, except as otherwise required by law or the corporation’s restated certificate of incorporation. Each stockholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

BOARD OF DIRECTORS

5.01 The business and affairs of the corporation shall be managed by or under the direction of the Board.

5.02 The number of directors constituting the whole Board shall be nine. The number of directors may be changed from time to time by amendment to these bylaws, subject to the provisions of Article Seventh of the corporation’s restated certificate of incorporation. Directorships with terms expiring in any year shall be filled at the annual meeting of stockholders in that year. Each director shall hold office until his successor is elected and qualified or until his earlier resignation, removal or death.

5.03 Any director may resign at any time by giving written notice of his resignation to the Board, the Chairman of the Board, the President or the Secretary of the corporation. Any such resignation shall take effect at the time specified therein or, if the time when it is to become effective shall not be specified therein, then it shall take effect when accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

5.04 A director may be removed only by the holders of at least 75% of the shares entitled to vote at an election of directors, with or without cause.

5.05 Any vacancy on the Board or any newly-created directorship may be filled by the vote of a majority of the directors of the corporation then in office even though less than a quorum, or by a sole remaining director, and any director so chosen shall hold office until the next election of the class for which he was chosen and until his successor is elected and qualified or until his earlier resignation, removal or death.

5.06 A regular meeting of the Board shall be held immediately following each annual meeting of stockholders and no notice to the directors of such meeting shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of stockholders, the meeting may be held at such time and place as shall be stated in a notice as hereinafter provided for such meetings of the Board, or as shall be specified in a written waiver signed by all the directors.

5.07 Other regular meetings of the Board shall be held at such place or places, on such date or dates and at such time or times as shall have been established by the Board. A notice of each regular meeting shall not be required.

4

5.08 Special meetings of the Board may be called by the Chairman of the Board, the President or a majority of the members of the Board then in office, and shall be held at such place on such date and at such time as he or they shall fix. Notice of the place, date and time of each special meeting shall be given as provided in Section 6.01 to each director not less than three days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

5.09 A majority of the directors then in office shall constitute a quorum for the transaction of business by the Board. If a quorum is present, the act of a majority of the directors present at any meeting shall be the act of the Board, except as may be otherwise provided by these bylaws or required by law. If a quorum shall not be present at any meeting of the Board, the directors present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

5.10 At each meeting of the Board, the Chairman of the Board or, in his absence, the President, shall preside. The Secretary or, in his absence, any person designated by the chairman of the meeting, shall act as secretary of such meeting and keep the minutes thereof.

5.11 Any action required or permitted to be taken at any meeting of the Board or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

5.12 The Board may by resolution passed by a majority of the whole Board, designate one or more committees including an executive committee, each committee to consist of two or more of the directors of the corporation, which to the extent provided in the resolution shall have and may exercise all of the delegable powers of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board.

5.13 Each committee may determine the procedural rules for meeting and conducting its business, and shall act in accordance therewith except as otherwise required by law.

5.14 The directors may be paid their expenses, if any, of attendance at each meeting of the Board, and may be paid a fixed sum for attendance at each meeting of the Board and/or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed compensation as fixed by the Board from time to time.

5.15 Any member of the Board or of any committee thereof may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

5

NOTICES

6.01 Whenever notice is required to be given to any stockholder, director, officer, or agent, such notice may be, but need not be, personal notice. Such notice may be effectively given by depositing a writing in a post office or letter box, in a postpaid, sealed wrapper, or by dispatching a prepaid telegram or cable, addressed to such stockholder, director, officer or agent at his or her address as the same appears on the books of the corporation. The time when such notice is dispatched shall be the time of the giving of the notice.

6.02 A written waiver of any notice, signed by a stockholder, director, officer, or agent, whether before or after the time of the event for which such notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

OFFICERS

7.01 The officers of the corporation shall be a Chairman of the Board, a President, such number of Vice Presidents as the Board shall determine, a Treasurer, a Secretary, a Controller, and such Assistant Treasurers and Assistant Secretaries and other officers as shall be elected by the Board. One person may hold more than one office.

7.02 Officers of the corporation, and agents appointed by the Board, shall hold their offices and positions for such terms as shall be determined by the Board, and may be removed at any time by the Board. Vacancies occurring in any office or position at any time may be filled by the Board.

7.03 All officers and agents elected or appointed by the Board shall have such authority and perform such duties in the conduct and management of the corporation as may be delegated by the Board or provided in these bylaws.

7.04 Officers and agents appointed by the Board shall receive such compensation as may be determined by the Board.

7.05 The Chairman of the Board shall preside at all meetings of the stockholders and of the Board, and shall have and perform such other duties as may be assigned to him from time to time by the Board. In the event of the absence or disability of the President, the Chairman of the Board shall perform the duties and exercise the power of the President until otherwise directed by the Board.

7.06 The President shall be the chief executive officer of the corporation and shall have general authority over its business and affairs, subject to the direction of the Board. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board, certificates for shares of the corporation, and any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed

6

or executed, and in general he shall perform such other duties as are incident to his office or as from time to time may be prescribed by the Board. In the event of the absence or disability of the Chairman of the Board, the President shall perform the duties and exercise the powers of the Chairman of the Board.

7.07 Each Vice President shall perform the duties and exercise the powers in the management and operations of the corporation as are customary and incident to the office held or as may be assigned from time to time by the President or Board.

7.08 The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give or cause to be given notice of all meetings of the stockholders and of the Board and shall perform such other duties as maybe prescribed by the President or Board. He shall keep in safe custody the seal of the corporation and affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of an Assistant Secretary. The Secretary may delegate any of his duties, powers, and authorities to one or more Assistant Secretaries, unless such delegation be disapproved by the Board.

7.09 The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board. He shall render to the President and directors, whenever they may require it, an account of his transactions as Treasurer. The Treasurer may delegate any of his duties, powers, and authorities to one or more Assistant Treasurers, unless such delegations be disapproved by the Board.

7.10 The Controller shall receive and give or cause to be given receipts and acquittances for moneys paid to the corporation and shall pay out of the funds on hand all just debts of the corporation of whatever nature. He shall enter or cause to be entered in the books of the corporation to be kept for that purpose full and accurate accounts of all moneys received and paid on account of the corporation. He shall prepare monthly statements of profit and loss and a monthly balance sheet reflecting the conditions of the business for the President and the Board. Whenever required by the President or directors he shall render a statement of the corporation’s cash accounts. He shall keep or cause to be kept such other books as will show a true record of the expenses, losses, gains, assets and liabilities of the corporation. He shall be responsible for the preparation of any and all local, city, county, state or federal tax returns including real estate and personal property taxes, income taxes, sales and/or use taxes, which may be required by local ordinance or by the laws of the several states, or by the federal government. He shall, in general, do all things necessary to carry out the accounting procedures established for the corporation by the President or the Board or as may be required by law.

7.11 The Assistant Secretaries shall perform the duties and exercise the powers and authorities of the Secretary in case of his absence or disability. The Assistant Treasurers may perform the duties and exercise the powers and authorities of the Treasurer in case of his absence or disability. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Chairman of the Board or the Board shall prescribe.

7

7.12 The Board may require any officer, employee or agent to give bond for the faithful discharge of his duty and for the protection of the corporation, in such sum and with such surety or sureties as the Board may deem advisable.

CHECKS AND OTHER INSTRUMENTS

8.01 The Board shall designate the officers, employees and agents of the corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the corporation. Such designation may be by resolution or otherwise, and the authority granted may be general or confined to specific instances, all as the Board may determine.

8.02 The Board shall designate the officers of the corporation who shall have authority to appoint from time to time an agent or agents of the corporation to exercise in the name and on behalf of the corporation the powers and rights which the corporation may have as the holder of the stock or other securities or interests in any other corporation or business entity and to vote or consent in respect of such stock, securities or interests. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the corporation may exercise such powers and rights.

FISCAL YEAR

9.01 The fiscal year of the corporation shall begin on the 1^st day of May and end on the 30^th day of April in each year.

BOOKS AND RECORDS

10.01 The proper officers, employees and agents of the corporation shall keep and maintain such books, records and accounts of the business and affairs of the corporation as the Board shall deem advisable and as shall be required by the laws of the State of Delaware.

10.02 Each director, each member of any committee designated by the Board, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or other records of the corporation including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

8

10.03 The directors and officers of the corporation shall prepare and distribute or cause to be prepared and distributed to the stockholders of the corporation such annual and other statements of the accounts, operations and properties of the corporation as they shall deem advisable and as shall be required by law.

INDEMNIFICATION

11.01 Each person who is or was a director or officer of the corporation, and each person who serves or served at the request of the corporation as a director or officer of another enterprise, shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the provisions of the General Corporation Law of Delaware, as it may be in effect from time to time.

CONTRACTS WITH DIRECTORS

12.01 In the absence of fraud, no contract or other transaction between the corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the directors of this corporation is or are interested in or is a director or officer, or are directors or officers of such other corporation, and any director or directors individually, or jointly, may be a party or parties, or may be interested in any contracts or transaction of this corporation or in which this corporation is interested; and in the absence of fraud, no contract, act or transaction of this corporation with any person or persons, firm or corporation, shall be affected or invalidated by the fact that any director or directors of this corporation is a party or are parties to or interested in such contract, act or transaction, or in any way connected with such person or persons, firm or corporation, and, in the absence of fraud, each and every person who may become a director of this corporation is hereby relieved from any liability that might otherwise exist from thus contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may be in anywise interested.

AMENDMENT

13.01 These bylaws may be altered, amended or repealed at any meeting of the Board provided notice of the proposed action shall have been contained in the notice of meeting, or by unanimous consent, subject to the power of the stockholders to alter or repeal any bylaw made by the Board.

9

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, William A. Shumaker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 13, 2010

/s/ William A. Shumaker

William A. Shumaker

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, D. Michael Parker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 13, 2010

/s/ D. Michael Parker

D. Michael Parker

Senior Vice President, Finance and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation (the “Company”) for the period ended October 31, 2010, I, William A. Shumaker, President and Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) such Form 10-Q of the Company for the period ended October 31, 2010, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Form 10-Q of the Company for the period ended October 31, 2010, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 13, 2010

/s/ William A. Shumaker

William A. Shumaker

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation (the “Company”) for the period ended October 31, 2010, I, D. Michael Parker, Senior Vice President, Finance and Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) such Form 10-Q of the Company for the period ended October 31, 2010, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Form 10-Q of the Company for the period ended October 31, 2010, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 13, 2010

/s/ D. Michael Parker

D. Michael Parker

Senior Vice President, Finance and Chief Financial Officer